TERMS OF TOKEN GENERATION EVENT
PART 1 – PRELIMINARY NOTICES
- CONTRIBUTION RESTRICTIONS IN RELATION TO CERTAIN JURISDICTIONS
United States of America
The tokens could be securities under the securities act of 1933, as amended (the “securities act”), and the offer and distribution of the tokens have not been, and will not be, registered under the securities act or under the securities laws of any state of the United States of America and they may not be offered or sold in the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia (the “U.S.”), except pursuant to an exemption from, or in a transaction not subject to, the securities act and any applicable state securities laws. the tokens are only being offered and distributed outside the u.s. pursuant to regulations under the securities act (“regulations”). no offer of the tokens is being made in the U.S.
- CONTRIBUTOR’S REPRESENTATIONS AND TRANSFER RESTRICTIONS
Each contributor at the IEO stage hereby represents, warrants, and agrees and acknowledges as follows:
- the offer, distribution and delivery of the tokens to contributor is in compliance with all applicable laws and regulations.
- contributor is not in China nor a citizen of China or an entity formed under the laws of China.
- contributor understands that the tokens have not been and will not be registered under the securities act or the laws of any state of the United States of America and are only being offered and sold to contributor in accordance with the relevant regulations.
- contributor was outside the united states (within the meaning regulations) at the time the offer of the tokens was made to and contributor was outside the United States of America (within the meaning regulations) when contributor’s contribution request for the tokens was originated.
- contributor did not contribute as a result of any “directed selling efforts” (as defined in regulations).
- contributor is not buying the tokens with a view to the distribution thereof. If in the future it decides to offer, resell, pledge or otherwise transfer any of the tokens, pursuant to any other available exemption from registration under the securities act and in accordance with all applicable securities laws of the states of the united states and any other jurisdiction and it will not sell or transfer the tokens to a person in China, a citizen of China or an entity formed under the laws of China.
- contributor agrees to indemnify and hold the company (as defined below) and its affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. Contributor agrees that the indemnity forth in this paragraph shall survive the resale of the tokens.
- contributor acknowledges that the company, its affiliates, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements and acknowledgements.
- NOTICES IN RESPECT OF THE IRAN AND NORTH KOREA
Contributor of tokens all reject.
- NO REVIEW BY ANY REGULATORY AUTHORITY
The tokens have not been approved, disapproved or recommended by the securities authority or any other regulatory authority in any jurisdiction. No authority has passed on or endorsed the merits of the offer of the tokens.
PART 2 – INTRODUCTION
- TERMS OF TOKEN GENERATION EVENT
- By the Contribution during the IEO stage (as defined below), without prejudice to any other provision in these Terms of Token Generation Event,
- You are agreeing to these Terms of Token Generation Event. You agree that you have read and understood these Terms of Token Generation Event and have obtained legal, tax and any other relevant advice from qualified professionals, in connection with the IEO.
- If you are an individual, you have otherwise attained the age of majority in your jurisdiction have full capacity to enter into such contracts, and these Terms of Token Generation Event are valid and enforceable against you.
- These Terms of Token Generation Event are not intended to be and do not constitute a prospectus of any sort, a solicitation for investment and do not pertain in any way to an offering of securities in any jurisdiction. You acknowledge and agree that your decision to receive, hold, and / or use the Tokens is based solely on the right to potentially use the Tokens for the Services (as defined below) on the Project and not on any fluctuations in the value of the Tokens or any other expectation of financial gain.
6. Medical 4th Chain PROJECT
- You understand that the Company plans to The Medical 4th Chain creates an ecosystem where many people donate their DNA Genetic Testing & Analysis results in return for the performance of various levels of DNA Genetic Testing & Analysis (the “Service”). M4 plans to provide various levels of free DNA Genetic Testing & Analysis which is initiation and basis of disease prevention (the “Project”).
- Additional information regarding the Project, the Services, and the Company is further described in the whitepaper available at http://www.medical4th.io as amended by the Company from time to time (the “Whitepaper”). Notwithstanding anything in these Terms of Token Generation Event, the Whitepaper and any other materials or information provided by the Company and its Affiliates to you, through the Website (as defined below) or otherwise, shall not constitute part of these Terms of Token Generation Event, and no representations, warranties or undertakings are to be given by the Company or its Affiliates in respect of any information content therein.
- All descriptions in the Whitepaper are based on assumptions regarding the Company’s business and environment, as held by the Company on the date this Whitepaper was last updated, as well as the Company’s views and intentions as of such date. The Company’s assumptions, views, and intentions may change in view of future events.
- In the Whitepaper, statements preceded by, followed by or which include words and expressions of similar meaning to “anticipate” “developing”, “believes”, “will”, “estimate”, “fulfilment”, “available”, “enable”, “expect”, “projected”, “planned” and all descriptions of the Company are forward-looking statements, and due to risks, uncertainties, and future events, plans discussed in the Whitepaper may not occur as the Company expects, or at all. Do not place undue reliance on any forward-looking statements in the Whitepaper.
7. OTHER APPLICABLE TERMS / NEW SERVICES
- In addition to these Terms of Token Generation Event, the use of specific aspects of the Project or the Services and more comprehensive or updated versions of the Project or the Services may be subject to additional terms and conditions (the “Additional Terms”), which will apply in full force and effect upon us notifying you of such Additional Terms. By continuing to access and use the Project and the Services, you agree to such Additional Terms.
- The Company reserves the right (but shall not be obliged) to introduce new applications, services, functions and features (collectively, “New Services”) to the Project and the Services. The term the “Services” shall include the New Services which are provided at no charge or fee unless otherwise indicated.
- All New Services shall be governed by these Terms of Token Generation Event and may be subject to Additional Terms which you shall be required to agree to before access to and use of such New Services are provided.
- In the event of any inconsistency between these Terms of Token Generation Event and the Additional Terms, the Additional Terms shall prevail unless otherwise provided.
PART 3 – DEFINITIONS AND INTERPRETATIONS
- In these terms of token generation event, unless the context otherwise requires, the following expressions shall have the following meanings:
“Additional Terms” shall have the meaning ascribed in Clause 7.1.
“Administrative Fee” shall mean a fee up to 20% of the Contribution Amount.
“Affiliates” shall mean in relation to the Company, any entity directly or indirectly Controlling, Controlled by or under common Control with the Company, and shall include medicalchain Company, and the Company’s Representatives.
“Bonus Rate” shall have the meaning ascribed in Clause 10.8. “Bonus Token” shall have the meaning ascribed in Clause 10.8.
“China” shall have the meaning ascribed in Clause 1.
“Closing” shall have the meaning ascribed in Clause 10.3.
“Company”, “we”, or “us” shall have the meaning ascribed in Clause 5.1.
“Company Materials” shall have the meaning ascribed in Clause 21.1.
“Company Representatives” shall mean, in relation to the Company, its directors, officers, shareholders, employees and agents.
“Contribution” shall have the meaning ascribed in Clause 5.1.
“Contribution Amount” shall have the meaning ascribed in Clause 11.2.
“Contributor Wallet” shall have the meaning ascribed in Clause 12.1.
“Control” means direct or indirect ownership of more than 50% of the outstanding capital stock or other equity interests having ordinary voting power or the direct or indirect possession of power, whether through the ownership of equity interest or otherwise, to direct or cause the direction of the management and policies of such person, and references to “Controlling” or “Controlled” shall be construed accordingly.
“Discounted Contribution Amount” shall have the meaning ascribed in Clause 10.5.
“Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors; or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
“Dissolving Contributors” shall have the meaning ascribed in Clause 12.3.
“Ethereum” shall have the meaning ascribed in Clause 12.5.
“ETH” shall mean the cryptocurrency referred to as “Ethereum” used to operate applications on the Ethereum.
“Public Sales Cap” shall have the meaning ascribed in Clause 10.6.2.
“KYC Process” shall have the meaning ascribed in Clause 11.1.
“Lock-Up Period” shall have the meaning ascribed in Clause 13.3.
“Malware” shall mean any viruses, Trojans, worms, logic-bombs, keystroke loggers, spyware, adware, denial of service attacks, mining attacks, Macros, or any other harmful programs, or similar computer code which is malicious or technologically harmful and is designed to damage or adversely affect the content, software or performance of any platform or the operation of any other computer software or hardware.
“New Services” shall have the meaning ascribed in Clause 7.2.
“IEO Ratio” shall have the meaning ascribed in Clause 10.5.1.
“Project” shall have the meaning ascribed in Clause 6.1.
“Public IEO” shall have the meaning ascribed in Clause 10.2.
“Regulations” shall have the meaning ascribed in Clause 1.
“Regulatory Approvals” shall have the meaning ascribed in Schedule 1.
“Restricted Jurisdictions” shall have the meaning ascribed in Clause 1.
“Sanctioned Person” shall have the meaning ascribed in Clause 16.1.16.
“Sanctions” shall have the meaning ascribed in Clause 16.1.16.
“Securities Act” shall have the meaning ascribed in Clause 1.
“Services” shall have the meaning ascribed in Clause 6.1.
“IEO” shall have the meaning ascribed in Clause 10.2.
“IEO Swapping Ratio” shall have the meaning ascribed in Clause 10.6.1. “Tokens” shall have the meaning ascribed in Clause 5.1.
“Tokens” shall have the meaning ascribed in Clause 5.1.
“Trademarks” shall have the meaning ascribed in Clause 21.1.
“Transfer” shall have the meaning ascribed in Clause 11.2.
“U.S.” shall have the meaning ascribed in Clause 1.
“Website” means the website located at https://www.medical4th.io
“Whitelist” shall have the meaning ascribed in Clause 11.1.
“Whitelisting Application” shall have the meaning ascribed in Clause 11.1.
“Whitelist Notification” shall have the meaning ascribed in Clause 11.1.
“Whitepaper” shall have the meaning ascribed in Clause 6.2.
- In these Terms of Token Generation Event: (i) whenever the words “include”, “includes” or “including” are used in these Terms of Token Generation Event, they will be deemed to be followed by the words “without limitation”; (ii) words importing the singular only shall also include the plural and vice versa where the context requires; (iii) references to a statute or statutory provision in these Terms of Token Generation Event are to New Zealand statutes or statutory provision unless otherwise stated, and shall include that statute or provision as from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to the subject matter of or the transactions entered into in accordance with these Terms of Token Generation Event; and (iv) clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Token Generation Event.
PART 4 – Distribution of Tokens
10. DISTRIBUTION OF TOKENS
- Number of Tokens: You acknowledge and understand that the Company intends to issue 400 milion (400,000,000) Tokens which may be allocated as described below. The Company reserves the right, in its absolute discretion, to make changes to said allocation.
- Sales of Tokens: 2019.11
- Closing: The IEO shall close at the time and date to be announced by the Company (“Closing”). Unsold tokens will be handled either distributed by percentage to the token holder or Burning or DApp support. Details will be announced after ICO.
- Suspension or Cancellation: At any time prior to Closing, the Company may either temporarily suspend or permanently abort, the IEO.
- In the event that the IEO is aborted prior to the Closing, the Tokens will not be available for Contribution and any Contribution amount less the Administrative Fee (“Discounted Contribution Amount”) shall be returned to you.
- Contribution and Token Swapping
- Token Swapping Ratio: During the IEO stage, the swapping ratio of the Tokens is (1) 1 M4
Token = 0.05 USD(the “IEO Swapping Ratio”). Notwithstanding the foregoing, the Company has the
right to adjust the IEO Swapping Ratio at any time, during the IEO period or otherwise.
- Public Sales Cap:
(i) The maximum USD to be contributed through the IEO will be 1 million(2,500,000) USD (“Public Sales Cap”).
(ii) In the event that the Public Sales Cap is reached during the IEO, the IEO will be stopped and any
Contribution the Company receives after the Public Sales Cap is reached will be automatically returned to
you by the Company through smart contracts.
- Individual Cap: Contributors may contribute up to ten thousand (10,000) ETH during the IEO based on the IEO Swapping Ratio.
- Transfer of ETH: You are solely responsible for ensuring that: (i) Transfer is made to the correct address without errors, and the Transfer is validated and verified on the blockchain; and (ii) Transfer is complete and sufficient to contribute the number of the Tokens you wish to receive. The Contribution Amount is exclusive of all third party charges and other administrative or transaction fees, and you shall bear any such fees that may be incurred in connection with the Transfer.
- No Refund: Unless otherwise stated herein, you acknowledge and agree that the Transfer is final, irreversible and non-refundable. For avoidance of doubt, there is no right to request a refund for any reason or to receive money or other compensation from the Company for any Token, even if that Token is not used or remains unused.
- Cancellation: The Company reserves the right to refuse or cancel any Transfer, Contribution or issuance of the Tokens at any time in its sole discretion, without providing any reasons or prior notice.
- Tax: Any amounts that you transfer for the Tokens are exclusive of all applicable taxes. If any tax is or becomes chargeable in respect of the Contribution and distribution of the Tokens and / or the supply of the Services, to the extent permitted by applicable law, you shall bear the burden of such taxes and immediately pay the relevant taxes at the applicable rate following the issuance by the Company of an invoice in the appropriate form. Without prejudice to the foregoing, you are solely responsible for determining what, if any, taxes apply to your Contribution, including goods and services, sales, use, value added, and similar taxes. It is your sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from your Contribution.
- Subsequent Contribution: Regardless of whether all the Tokens allocated for Contribution are actually distributed, the Company may subsequently open additional Tokens retained by the Company for Contribution to private Contributors and/or another IEO from time to time and without prior notice to you.
- Bonus Token: In addition to the number of Tokens calculated in accordance with the IEO Swapping Ratio, an additional amount of Token (the “Bonus Token”) calculated by multiplying the rate as set out in the chart of Clause 10.2 (the “Bonus Rate’) and the number of ETHs you contribute will be allocated to you.
PART 5 – ELIGIBILITY TO PARTICIPATE IN THE CONTRIBUTION
11. ELIGIBILITY FOR CONTRIBUTION
- Application to Contribute: In order to be considered, at the sole discretion of the Company, eligible to participate in the IEO (“Whitelist”), you are required to submit an application to the Company by completing and submitting the online form and providing the relevant information and documents on the Website (“Whitelisting Application”). You shall also provide any additional information or documents requested by the Company. These information and documents shall be used in the Know-Your-Client and Anti-Money Laundering and Counter-Financing of Terrorism checks conducted by the Company, with the assistance of third-party service providers (“KYC Process”).
- KYC Success and Whitelist Notification: Upon satisfactory completion of the KYC Process, the Company will, using the email address provided in your Whitelisting Application, provide you with a notice allowing you to participate in the IEO (“KYC Success and Whitelist Notification”). Upon receiving the Whitelist Notification, you may proceed to make transfer of the relevant amount of ETH, at the IEO Swapping Ratio (“Contribution Amount”), to the Company in full (“Transfer”) in accordance with the instructions set out in said notice.
- Right to Contribute: For the avoidance of doubt, before receiving the KYC Success and Whitelist Notification, you have no right to contribute. Any attempted Contribution will be disregarded by the Company without incurring any liability to you and any transfer of ETH may, at the sole discretion of the Company, be refunded to you.
PART 6 – DISTRIBUTION OF TOKEN
12. DISTRIBUTION OF TOKENS
- Distribution of the Tokens: The applicable number of Tokens will be distributed to the blockchain address from which you sent the Contribution Amount (“Contributor Wallet”) at the time of the Contribution. Notwithstanding this Clause and the time and date announced for the issuance of the Tokens, the Company reserves the right to extend the timeline for the issuance and distribution of the Tokens, including the time interval between tranches, for any reason including to address any unanticipated technical difficulties. You understand that Contributor Wallet must not be a wallet in a cryptocurrency exchange.
- Dissolution Event: Notwithstanding anything else in these Terms of Token Generation Event, if there is a Dissolution Event before the IEO, the Company will pay an amount equal to the Discounted Contribution Amount, due and payable to you upon the Dissolution Event. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available to provide refunds to you and all other contributors of the Token (“Dissolving Contributors”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Contributors of their respective Discounted Contribution Amounts, then the 9 remaining assets of the Company legally available for such refunds, may be refunded with equal priority and pro rata among the Dissolving Contributors in proportion to the Discounted Contribution Amounts you would otherwise be entitled to receive pursuant to this Clause. The currency of any distributed amounts, which may be in ETH or otherwise, and the procedure of the transfer process shall be at the Company’s sole discretion.
- Provision of Information: You acknowledge that in order to contribute, in addition to completing the process as set out in Clause 11, you shall provide further information or documents which the Company may reasonably request from you in order to comply with its internal anti-money laundering and fraud detection procedures and its obligations under applicable laws. In the event of any breach of this Clause, the Company may suspend, postpone or cancel the distribution of the Tokens to you without incurring any liability to you.
- Contributor Wallet: You are responsible for implementing all reasonable and appropriate measures for securing the Contributor Wallet and any other wallet, vault or other storage mechanism you use to receive and hold the Tokens received from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. Without prejudice to Clause 18, the Company shall not be responsible or liable for any damages, loss or expense, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with: (i) your failure to implement reasonable measures to secure the Contributor Wallet, vault or other storage mechanism you use to receive and hold the Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials.
- Ethereum Protocol: The Token will be distributed to you as Ethereum protocol (“Ethereum”). The Company reserves the right to issue the Tokens using a different protocol other than the Ethereum or, if the Tokens are already issued, migrate the Ethereum to another protocol, including but not limited to, Bitcoin, in the future should the Company determine, in its reasonable discretion, that doing so is necessary or desirable for the operation of the Project. Upon the Company’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your Ethereum to another protocol identified by the Company. If you fail to effectuate such migration, the Tokens may not be compatible with the Services going forward. Not with standing any other provision of these Terms of Token Generation Event, the Company and its related corporations shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your Ethereum to another protocol identified by the Company.
- Transferability: You may transfer or sell the Tokens to any other person provided always that (i) the wallet to which the Tokens are transferred must be compatible with Ethereum; (ii) Lock-Up Period has been passed; and (iii) such transfer is not prohibited or otherwise restricted under applicable laws and is compliance with the transfer restrictions in Clause 2.
- Upon any such transfer, your transferee shall be deemed to have agreed to these Terms of Token Generation Event. You must inform the transferee of these Terms of Token Generation Event and you must not transfer Tokens to persons who do not agree to these Terms of Token Generation Event. 10
- Lock-Up Period: The Tokens distributed to you as the Bonus Token will be locked up for 90 days after the date on which the Company the listing of the Token in a first cryptocurrency exchange.
PART 7 – DEVELOPMENT OF PROJECT
14. DEVELOPMENT OR OPERATION OF THE PROJECT
- You understand and accept that the development and operation of the Project will be handled by the Company and its Affiliates. The Company has the right to engage subcontractors to perform the entire or partial development and operation of the Project.
- All revenue and profits generated by the Project and the Tokens shall belong to the Company.
- You understand and accept that you should not have any expectation of influence over governance or participation in the operation, development or management of the M4 Project.
- You understand and accept that the Project will need to go through substantial development works as part of which they may become subject of significant conceptual, technical and commercial changes before launch.
PART 8 – GENERAL TERMS
15. RISK DISCLOSURE
- You acknowledge and agree that there are risks associated with the contribution, sale, use, creation and / or distribution of the Tokens and the operation and / or the development of the Project including as disclosed and explained in Schedule 1. By receiving, holding or using the Tokens, you expressly acknowledge and assume these risks.
16. YOUR REPRESENTATIONS AND WARRANTIES
- In addition to your representations, warranties, agreements and acknowledgments in Clause 2, you represent and warrant that:
- you have carefully reviewed and understood these Terms of Token Generation Event (including all Schedules which are part of these Terms of Token Generation Event) and have full power, authority and capacity to contribute and comply with these Terms of Token Generation Event. These Terms of Token Generation Event constitute a valid and binding obligation on you, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;
- you agree and acknowledge that:
(i) the Tokens do not constitute securities or debentures in any form in any jurisdiction applicable to you; (ii) neither the Company nor any other person is obliged to redeem or purchase the Tokens at any 11 time; (iii) these Terms of Token Generation Event do not constitute a prospectus or offer document of any sort and is not intended to constitute an invitation to acquire or offer of securities of any form, or any other form of investment, or a solicitation for any form of investment in any jurisdiction; (iv) no Token shall be construed, interpreted, classified or treated as enabling, or according any opportunity to, Contributors to participate in or receive profits, income, or other payments or returns arising from or in connection with the platform, the Token, or products, or to receive sums paid out of such profits, income, or other payments or returns; (v) no regulatory authority has examined or approved the Whitepaper, and the transactions which such documents relate to, no action has been or will be taken under the laws or regulatory requirements of any jurisdiction and the provision of these Terms of Token Generation Event to you and contribution does not imply that the applicable laws or regulatory requirements have been complied with; and (vi) the Tokens are not to be construed, interpreted, classified or treated to be or to be representative of any kind of: (aa) currency, legal tender, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit; (bb) investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, return, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any person, asset, entity, organization, scheme, venture or project; (cc) equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; (dd) right, title, interest or benefit whatsoever in whole or in part, in any person or property, or any assets whatsoever; or (ee) any financial instrument or commodity that is regulated under applicable law or which any person is obliged to redeem or purchase, except that the Tokens could be securities under the Securities Act;
- you understand and accept that contribution, ownership, receipt, or possession of the Tokens carries no rights, express or implied, other than the rights to use the Tokens for the Services in the Project, and does not represent or confers any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Project and the Company and its Affiliates;
- you are contributing solely for the purpose of accessing and supporting the development, testing, deployment and operation of the Project. You are not contributing for any other purposes, including any speculative or illegal purpose;
- you have obtained sufficient information about the Tokens and the Project, and have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of contribution, and are able to incur a complete loss of value of the Tokens without impairing your financial condition and are able to bear the economic risk of contribution and owning Tokens for an indefinite period of time;
- you are not a citizen or resident of any jurisdiction in which the Contribution, acceptance of delivery of the Tokens is prohibited by applicable laws or regulations, and where any restrictions in relation to the Contribution, acceptance of delivery of the Tokens are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;
- your Contribution complies with applicable laws and regulations in your jurisdiction including: (i) legal capacity and any other threshold requirements in your jurisdiction for the Contribution; (ii) any foreign exchange or regulatory restrictions applicable to such Contribution; and (iii) any governmental or other consents that may need to obtained;
- you are contributing solely on the basis of these Terms of Token Generation Event and neither the Company nor its Affiliates have made any representations of any nature to induce you except as specifically set forth in these Terms of Token Generation Event;
- you understand, acknowledge and accept the risks set out in Schedule 1, and you are fully aware of all restrictions and risks associated with the contribution, sale, use, creation and distribution of the Tokens and the operation and the development of the Project;
- you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanism and other material characteristics of cryptocurrencies, blockchain based software systems, cryptocurrency wallets or other token storage mechanisms, blockchain technology and smart contract technology;
- you will comply with any and all applicable tax obligations in your jurisdiction arising from your Contribution, and will indemnify and hold harmless the Company and its Affiliates in relation to any tax liability associated with or arising therefrom;
- you will follow any instructions or procedures issued by the Company in relation to receiving the Tokens. You understand and accept that failure to adhere to this practice may lead to the result that you will not gain access to your Tokens;
- you will at all times maintain control of the Contributor Wallet and keep your private keys associated with the Contributor Wallet safe, and you will not share or disclose any credentials associated with the Contributor Wallet with any other party. If you transfer the Tokens from the Contributor Wallet into your another wallet owned by you, you will likewise at all times maintain control of such other wallet and keep your private keys associated with such other wallet safe, and you will not share or disclose any credentials associated with such other wallet with any other party;
- you understand and accept that losing control of your private key associated with the Contributor Wallet or any other wallet will, any ETH or the Tokens associated with such wallets will be unrecoverable and will permanently and irreversibly deny your access to your Tokens. You understand that neither the Company nor any other person will be able to help you retrieve or reconstruct a lost private key or provide you with access to any lost Tokens;
- you are the sole legal and beneficial owner of the cryptocurrency assets you use to contribute and such cryptocurrency assets are not derived from or related to any unlawful activities, including money laundering or terrorist financing, and you will not use the Tokens to finance, engage in, or otherwise support any unlawful activities, and you will provide to the Company further verification of your identity and source of funds as may be requested from time to time;
- you represent and warrant that you: (i) are not a Sanctioned Person (as defined below) and are not controlled or 50% or more owned in the aggregate by or is not acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”); (ii) are not located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory; (iii) are not, and are not acting directly or indirectly for, a senior foreign political figure, a senior foreign political figure's immediate family or any close associate of a senior foreign political figure; or (iv) are not acting for a foreign shell bank;
- (if applicable) you further represent and warrant that you have (i) conducted thorough due diligence with respect to all your beneficial owners; (ii) established the identities of all direct and indirect beneficial owners and the source of each beneficial owner’s funds; and (iii) retained evidence of those identities, the source of funds and all due diligence;
- you agree and acknowledge that the procedures for the payment of the Contribution Amount as set out on the Website, as may be amended by the Company from time to time, are deemed to be reasonable security measures for the protection of the Contribution Amount and you undertake not to raise any claim or suit against the Company in the event the Company suffers any act of cybercrime, cyberterrorism, hacker attacks, or invasion or outbreak of Malware, including any that result in a loss of the Contribution Amount or the Tokens issued;
- you undertake to promptly provide any information and documents as may be requested by the 13 Company in its discretion from time to time, including complying with applicable laws, rules, regulations, guidance issued by any regulatory authority, or any requests by any government authority, regulatory authority, judicial body or court. To the extent that you become aware of any change to the information or documents previously provided to the Company, you undertake to promptly notify the Company accordingly; and
- you further represent and warrant that you are contributing using your own account and are not acting as a trustee, agent, representative or nominee.
- You undertake and agree to notify us immediately if any of the representations and warranties set out in Clause 2 and Clause 16.1 becomes untrue, incomplete, invalid or misleading in any respect.
16.3 The Company reserves the rights to deny and invalidate the transfer made by, and / or withhold the distribution or activation of the Tokens from, any Contributor who, in the opinion of the Company, has made a false, incomplete or misleading representation.
17. NO WARRANTY
- The Tokens are distributed “as is” and “as available”. No warranty of any kind, implied, express or statutory, including any warranties of title, non-infringement of third party right, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, is given in conjunction with the Token, the distribution of Tokens, the project or any information and materials provided to you.
- Without prejudice to the generality of the foregoing, the Company does not warrant: (i) the accuracy, timeliness, adequacy, reliability or completeness of the Tokens, the distribution of Tokens and / or the Project; (ii) that your Contribution and use of the Tokens, your participation in the IEO and / or the operation or the development of the Project, will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected; (iii) that the Tokens, the distribution of Tokens and / or the Project will meet your requirements or are free from any Malware; and (iv) that your Contribution and your use of the Tokens for the Services will not infringe rights of third parties.
18. LIMITATION OF LIABILITY
- The Company shall in no event nor for any reason whatsoever be liable, even if the Company has been advised of the possibility of such damages, losses or expenses, for any damages, loss or expense, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with: (i) the Tokens, the distribution of Tokens and / or the Project; (ii) any system, server or connection failure, error, omission, interruption, delay in transmission, Malware; (iii) any images, services, products, information, data or other material made available by the Company; or (iv) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism you use to receive and hold the Tokens.
- Without prejudice to the generality of the foregoing, you will not hold the Company or its Affiliates responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by you arising out of or in connection with: (i) the distribution or the use of the Tokens, by you or other third party; or (ii) the Project or your use thereof or any thirdparty uses of the Project.
- You agree to indemnify and hold harmless the Company and its Affiliates, from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including legal fees) arising out of or relating to:
- your contribution or use of the Tokens and / or your use of the Project;
- your responsibilities or obligations under these Terms of Token Generation Event;
- your breach of your failure to comply with any obligation, covenant or undertaking made by you in these Terms of Token Generation Event, including any false declaration made by you, or any false information or documentation provided by you to the Company; and
- your violation of any applicable law or any rights of the other person or entity.
- You will cooperate fully in the defense of any allegation or third-party legal proceeding. The Company reserves the right to assume the exclusive control and defense of any indemnified matter under this Clause 19.
- Notwithstanding anything else contained herein, the Company may with immediate effect upon giving you notice in any of the manners prescribed in Clause 23.2.1 below terminate the contribution and distribution of the Tokens, without incurring any liability to you, if:
- you commit a breach of any terms and conditions of these Terms of Token Generation Event;
- the Company reasonably considers it is required to do so by applicable laws or regulations or by any government or authority; or
- the Company determines that performing its obligations under these Terms of Token Generation Event is no longer commercially viable.
- In the event of any termination of these Terms of Token Generation Event for any reason whatsoever, you shall not be entitled to any refund of your Transfer of the Contribution Amount.
21. INTELLECTUAL PROPERTY
- All copyright and other intellectual property and proprietary rights in any information and / or any other material (including databases, text, graphics, photographs, animations, audio, music, video, links or other content) provided or made available by the Company (the “Company Materials”) belong to the Company or its licensors unless otherwise indicated. You shall not copy, reproduce, distribute, modify, transmit, reuse, re-post, or use the Company Materials without the Company’s prior written permission. The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of the Company or where applicable, other third party proprietors. No right or license is given to any party accessing the Website to reproduce or use any such Trademarks.
22. FORCE MAJEURE
- The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including acts of God, natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, acts or defaults of the Ethereum and / or any telecommunications network operator or carriers).
- Amendments to these Terms of Token Generation Event: The Company may impose such further terms and conditions and make such amendments to these Terms of Token Generation Event as the Company may in its discretion deem fit from time to time. The Company will notify you of such amendments by posting the amendments on the Website or such other method of notification as may be designated by the Company (such as via email or other forms of electronic communications), which you agree shall be sufficient notice for the purpose of this clause. You agree that if you continue to make the payment of the Contribution Amount and / or to hold and / or use the Tokens after being notified of such amendments to these Terms of Token Generation Event, such payment, hold and / or use shall constitute an affirmative: (a) acknowledgement by you of these Terms of Token Generation Event and its amendments; and (b) agreement by you to abide and be bound by these Terms of Token Generation Event and its amendments.
- Any notice or other communication to you in connection with these Terms of Token Generation Event: (a) email delivery; (b) if given email, will be deemed to have been received upon delivery (and a delivery notice received by us will be conclusive evidence of delivery even if the communication is not opened by you).
- All notices to the Company in connection with these Terms of Token Generation Event shall be directed to email@example.com All notices to the Company must be in English or Korean. Such notice will be deemed to have been received upon being opened by us.
- These Terms of Token Generation Event and all the rights and obligations of the Company under it may be assigned, transferred, novated or otherwise dealt with by the Company and will inure to the benefit of the successors and assigns of the Company, and you shall do all things necessary to facilitate such assignment, transfer, novation or dealing.
- Under circumstances described in items (a) through (i) below during or after the IEO, the Company may decide, in its sole discretion, to establish a new entity in jurisdictions other than the Republic of Korea. The Company may apply and assign the same Terms of Token Generation Event and all the rights and obligations of the Company to said entity provided that said Terms of Token Generation Event and the related rights and obligations of the Company comply with the relevant laws and regulations in the new jurisdiction, and it is deemed that you understand and accept the foregoing. (a) any change occurs to the Ethereum, which in the Company’s opinion is likely to materially prejudice the success of the distribution of the Tokens or the development of the Project in any respect; (b) any change occurs to any local, national or international regulatory, financial, political or economic conditions, which in the Company’s opinion is likely to materially prejudice the success of the distribution of the Tokens or the Project in any respect; (c) the distribution of the Tokens is required by any applicable law or regulation to be licensed or approved or fundamentally restructured; (d) the Company is notified by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction) in any jurisdiction that the distribution of the Tokens or the Project is under investigation, or prohibited, banned or must cease, or the Company is otherwise required by law to end the distribution of the Tokens; (e) the Company considers there are security reasons for doing so; 16 (f) an investigation by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction) in any jurisdiction is commenced against the Company and/or its Affiliates, or directors and/or employees of the Company and/or the Affiliates;
- Unless otherwise stated herein, you may not assign your rights under these Terms of Token Generation Event without the Company’s prior written consent.
- You acknowledge and agree that the Company’s records and any records of the communications, transactions, instructions or operations made or performed, processed or effected through the Project and / or Services by you or any person purporting to be the you, acting on your behalf or purportedly acting on your behalf, with or without your consent, or any record of communications, transactions, instructions or operations relating to the operation of the Project and / or Services and any record of any communications, transactions, instructions or operations maintained by the Company or by any relevant person authorized by the Company relating to or connected with the Project and / or Services shall be binding on you for all purposes whatsoever and shall be conclusive evidence of such communications, transactions, instructions or operations.
- You agree and acknowledge that these Terms of Token Generation Event and the Services do not include the provision of internet access or other telecommunication services by the Company. Any internet access or telecommunications services (including mobile data connectivity) required by you to access and use the Services shall be your sole responsibility and shall be separately obtained by you, at your own cost, from the appropriate telecommunications or internet access service provider.
- Entire Agreement: These Terms of Token Generation Event constitute the entire agreement between you and the Company regarding its subject matter and supersedes all prior agreements between you and the Company, whether written or oral, with respect to such subject matter.
- Severability: If any provision of these Terms of Token Generation Event is held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be struck and severed from these Terms of Token Generation Event and the remaining provisions of these Terms of Token Generation Event shall not be affected thereby.
- Waiver: No failure or delay to exercise the Company’s rights under these Terms of Token Generation Event shall operate as a waiver thereof nor shall such failure or delay affect the Company’s right to enforce our rights under these Terms of Token Generation Event.
- Language: If these Terms of Token Generation Event is translated into a language other than English, the English text shall prevail.
- Rights of Third Parties:
- Except for the Company’s Affiliates, no person or entity who is not a party to these Terms of Token Generation Event shall have any right under the Contracts (Rights of Third Parties) Act, similar laws to enforce any term of these Terms of Token Generation Event, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms of Token Generation Event.
- Without prejudice to the generality of Clause
- 23.10.1 above, the Company’s right to vary, amend or rescind these Terms of Token Generation Event in accordance with these Terms of Token Generation Event may be exercised without the consent of any person or entity who is not a party to these Terms of Token Generation Event.
- Governing Law and Jurisdiction: These Terms of Token Generation Event shall be subject to, governed by and construed in accordance with the laws of New Zealand. Any dispute arising out of or in connection with these Terms of Token Generation Event, shall be referred to and finally resolved by arbitration administered by the New Zealand FMA in accordance with the Arbitration Rules of New Zealand FMA for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be in New Zealand and the language of the arbitration shall be English.
- By receiving, holding and using the Tokens, you expressly acknowledge and assume the risks set out in this Schedule 1.
If any of these risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of the Company or its Affiliates may be materially and adversely affected. In such cases, you may lose all or part of the value of the Token. Such risks include but are not limited to the following:
RISKS RELATING TO THE TOKENS
- THERE MAY NOT BE A PUBLIC OR SECONDARY MARKET FOR THE TOKENS
(i) The Tokens are intended to be native tokens to be used on the Project, and the Company and its Affiliates have not and may not actively facilitate any secondary trading or external trading of Tokens. In addition, there is and has been no public market for the Tokens and the Tokens are not traded, whether on any cryptocurrency exchange or otherwise. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained. There is also no assurance that the market price of the Tokens will not decline below the Contribution Amount contributed, which is not indicative of such market price.
(ii) A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit. The Company and its Affiliates are not responsible for nor do they pursue the circulation and trading of the Tokens on the market. Trading of the Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to acquire any Token from any holder of the Token, including the Contributors of the Tokens, nor does anyone guarantee the liquidity or market price of the Tokens to any extent at any time. Accordingly, the Company and its Affiliates cannot ensure that there will be any demand or market for the Tokens, or that the price upon which the Tokens were distributed is indicative of the market price of the Tokens if they are made available for trading on a cryptocurrency exchange.
- THE TOKENS AND THE PROJECT HAS NO HISTORY
(i) The Token and the Project will be newly formed with no operating history. Each contribution decision should be evaluated on the basis that the Company’s or any third party’s assessment of the prospects of the Project and the Token may not prove accurate and that the Company may not achieve its objectives.
RISKS RELATING TO THE COMPANY, ITS AFFILIATES AND THE PROJECT
- LIMITED AVAILABILITY OF SUFFICIENT INFORMATION
(i) The Project is still at an early development phase as of the date of these Terms of Token Generation Event. Its governance structure, purpose, consensus mechanism, algorithm, code, infrastructure, design and other technical specifications and parameters may be updated and changed frequently without notice. While the Whitepaper contains the key information currently available in relation to the Project, it is subject to adjustments and updates from time to time, as announced on the Website. Contributors will not have full access to all the information relevant to the Tokens and/or the Project. Nevertheless, it is anticipated that significant milestones and progress reports will be announced on the Website.
- THE COMPANY MAY HAVE ONLY LIMITED CONTROL ONCE THE NETWORK OF THE PROJECT LAUNCHES
(i) The Tokens and the Project are comprised of shared protocols that depend on a network of computers to run certain software programs to process transactions. Because of this less centralized model, the Company has limited control over Tokens and the Project once launched.
- THE DIGITAL ASSETS RAISED IN THE CONTRIBUTION OF TOKENS ARE EXPOSED TO RISKS OF THEFT
(i) Whilst the Company and its Affiliates will make every effort to ensure that the ETH and other digital assets received from the contribution are securely held through the implementation of security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on such blockchain addresses, the Ethereum, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the contribution is completed, the Company and its Affiliates may not be able to receive the cryptocurrencies raised and the Company and its Affiliates may not be able to utilize such funds for the development of the Project, and the launch of the Project might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value of the Tokens, you may have no recourse.
- THE BLOCKCHAIN ADDRESS(ES) MAY BE COMPROMISED AND THE DIGITAL ASSETS MAY NOT BE ABLE TO BE RETRIEVED
(i) The blockchain address(es) are designed to be secured. However, in the event that the blockchain address(es) for the receipt of Contribution Amounts or otherwise are, for any reason, compromised (including but not limited to scenarios of the loss of keys to such blockchain address(es)), the funds held at such blockchain address(es) may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the Contribution is successful, the Company and its Affiliates will not be able to receive the funds raised and the Company and its Affiliates will not be able to utilize such funds for the development of the Project, and the implementation of the Project might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value.
- THERE IS NO ASSURANCE OF ANY SUCCESS OF THE PROJECT AND THE COMPANY AND ITS AFFILIATES MAY CEASE THE DEVELOPMENT, LAUNCH AND OPERATION OF THE PROJECT
(i) The value of, and demand for, the Tokens hinges heavily on the performance of the Project. There is no assurance that the Project will gain traction after its launch and achieve any commercial success. The Project has not been fully developed, finalized and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success. There are no guarantees that the process for creating the Tokens will be uninterrupted or error-free.
(ii) While the Company has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Contribution will be sufficient for the development and integration of the Project. For the foregoing or any other reason, the development and integration of the Project may not be completed and there is no assurance that its systems, protocols or products will be launched at all. As such, distributed Tokens may hold little or no worth or value.
(iii) Additional reasons which may result in the termination of the development, launch or operation of the Project includes, but is not limited to, (aa) an unfavorable fluctuation in the value of cryptographic and fiat currencies, (bb) the inability of the Company and its Affiliates to establish the Project or the Tokens’ utility or to resolve technical problems and issues faced in relation to the development or operation of the Project or the Token, the failure of commercial relationships, (cc) intellectual property disputes during development or operation, and (dd) changes in the future capital needs of the Company or its Affiliates and the availability of financing and capital to fund such needs. For the aforesaid and other reasons, the Project may no longer be a viable project and may be dissolved or simply not launched, and there may never be operational Tokens to be distributed to the Contributors.
- THE COMPANY MAY BE FORCED TO CEASE OPERATIONS OR TAKE ACTIONS THAT RESULT IN A DISSOLUTION EVENT. IN SUCH AN EVENT, CONTRIBUTORS WILL NOT BE ENTITLED TO THEIR FULL CONTRIBUTION AMOUNT AND MAY LOSE THEIR ENTIRE CONTRIBUTION AMOUNT
(i) It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability of the Company to launch the Project or to establish the Tokens’ functionality, the inability of the Issuer to effect a public Token distribution due to regulatory restrictions or some other reason, the failure of commercial relationships, or intellectual property ownership challenges, the Company may no longer be viable to operate and the Company may dissolve or take actions that result in a Dissolution Event. In the event of a Dissolution Event, the Contributors will only be entitled to the Discounted Contribution Amount, and, if the assets of the Company are insufficient to permit the return to the Contributors of their respective Discounted Contribution Amounts, then Contributors may receive less than the Discounted Contribution Amount or may lose their entire investment.
- THERE MAY BE LACK OF DEMAND FOR PROJECT AND THE SERVICES PROVIDED, WHICH WOULD IMPACT THE VALUE OF THE TOKENS
(i) There is a risk that upon launching of the Project, there is a lack of interest from consumers, merchants, advertisers, and other key participants for the Project and the Services, and that there may be limited interest and therefore use of the Project and the Tokens. Such a lack of interest could impact the operation of the Project and the uses or potential value of the Tokens.
(ii) The Company also faces significant competition from existing customer loyalty programs, advertising platforms and other commerce service providers that collect and use customer data. Many of these competitors are well established and have a significant number of users, including both customers and merchants. Some or all of these users may not switch to the Project or use it in addition to existing distribution platforms. In short, the Project may not attract sufficient merchants and customers to establish and scale the Project which could negatively impact the potential utility and value of the Token.
- THE COMPANY AND ITS AFFILIATES MAY EXPERIENCE SYSTEM FAILURES, UNPLANNED INTERRUPTIONS IN ITS NETWORK OR SERVICES, HARDWARE OR SOFTWARE DEFECTS, SECURITY BREACHES OR OTHER CAUSES THAT COULD ADVERSELY AFFECT THE COMPANY OR ITS AFFILIATES’ INFRASTRUCTURE NETWORK, OR THE PROJECT
(i) The Company and its Affiliates are unable to anticipate or detect when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the Project, the Tokens, the Contributor Wallet or any technology (including but not limited to smart contract technology) on which the Company, its Affiliates, the Project, the Tokens, the Contributor Wallet rely or on the Ethereum or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Company and its Affiliates may not be able to detect such issues in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.
(ii) Although the Company and its Affiliates will be taking steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Project and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of such security measures will be effective. Any significant breach of security measures or other disruptions resulting in a compromise of the usability, stability and security of the Company and its Affiliates’ network or services, including the Project.
12. THERE MAY BE OCCASIONS WHEN CERTAIN INDIVIDUALS INVOLVED IN THE DEVELOPMENT AND LAUNCH OF THE PROJECT MAY ENCOUNTER POTENTIAL CONFLICTS OF INTEREST IN CONNECTION WITH THE LAUNCH OF THE PROJECT NETWORK, SUCH THAT SAID PARTY MAY AVOID A LOSS, OR EVEN REALIZE A GAIN, WHEN OTHER CONTRIBUTORS ARE SUFFERING LOSSES
(i) There may be occasions when certain individuals involved in the development and launch of the Project or Token may encounter potential conflicts of interest in connection with the Contribution, distribution of the Tokens and the launch of the Project network, such that said party may avoid a loss, or even realize a gain, when other Contributors are suffering losses. Contributors may also have conflicting investment, tax and other interests with respect to the Tokens, which may arise from the terms of the agreement for private Contributors, the Terms of Token Generation Event, the Token’s code, the Project, the timing of the launch of the Project network, or other factors. Decisions made by the key employees of the Company on such matters may be more beneficial for some Contributors than for others.
RISKS RELATING TO THE PARTICIPATION IN THE CONTRIBUTION
- YOU MAY NOT BE ABLE TO RECOVER THE CONTRIBUTION AMOUNT
(i) Except as provided under these Terms or prescribed by applicable laws and egulations, the Company is not obliged to provide you with a refund of the Contribution Amount. No promises of future performance or price are or will be made in respect to the Tokens, including promises of inherent value or continuing payments, and there is no guarantee that the Tokens will hold any particular value. Therefore, the recovery of the Contribution Amount may be impossible or may be subject to applicable laws and regulations.
- YOU MAY BE SUBJECT TO ADVERSE LEGAL AND/OR TAX IMPLICATIONS AS A RESULT OF THE RECEIPT, DISTRIBUTION AND USE OF THE TOKENS
(i) The legal character of cryptocurrency and cryptographic assets remain uncertain. There is a risk that the Tokens may be considered securities in certain jurisdictions, or may be considered to be securities in certain jurisdictions in the future. The Company and its Affiliate does not provide any warranty or guarantee as to how the Tokens will be classified, and each Contributor will bear all consequences of the Tokens being onsidered securities in their respective jurisdictions, and bear the responsibility of the legality, use and transfer of the Tokens in the relevant jurisdictions.
(ii) Further, the tax treatment of the acquisition or disposal of such cryptocurrency or cryptographic assets might depend on whether they are classified as securities, assets, currency or otherwise. As the tax characterization of the Tokens remains indeterminate, you must seek your own tax advice in connection with the Contribution, which may result in adverse tax consequences or tax reporting requirements for you.
- THE LOSS OR COMPROMISE OF INFORMATION RELATING TO THE ONTRIBUTOR WALLET AND YOUR PROJECT PROTOCOL ID MAY AFFECT YOUR ACCESS TO AND POSSESSION OF THE TOKENS
(i) There is a risk that you may lose access to and possession of the Tokens permanently due to loss of unique personal ID created in the Project, the Project ID, and other identification information, loss of requisite private key(s) associated with the Contributor Wallet or vault storing the Tokens or any other kind of custodial errors.
- BLOCKCHAINS MAY FACE CONGESTION AND TRANSACTIONS MAY BE DELAYED OR LOST
(i) Most blockchains used for cryptocurrency transactions (e.g. BTC) are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in contributing cryptographic tokens. This may result in a situation where block producers may not include your Contribution when intending to transact, or your transaction may not be included at all.
- CONTRIBUTORS WILL HAVE NO CONTROL OR ABILITY TO INFLUENCE THE CORPORATE DECISION-MAKING AND MAY LACK THE NECESSARY INFORMATION TO MONITOR THEIR INVESTMENTS
(i) The Contributors are not and will not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything be construed to confer on the holders of the Tokens any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise. The Contributors may not be able to obtain all desired information regarding the Company, Project Protocol or the Token.
- GENERAL GLOBAL MARKET AND ECONOMIC CONDITIONS MAY HAVE AN ADVERSE IMPACT ON THE COMPANY AND ITS AFFILIATES’ OPERATIONS AND THE USE OF THE PROJECT
(i) The Company and its Affiliates could be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy may have a negative effect on Company and its Affiliates’ business strategies, results of operations and prospects.
(ii) Suppliers on which Project relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the Company and its Affiliates’ operations or expenses. Additionally, in a down-cycle economic environment, the Company and its Affiliates may experience the negative effects of a slowdown in commerce and usage of the Project, whereby there is less activity or usage by merchants and consumers purchasing or selling goods and services, and advertisers in terms of processing data and targeting consumers.
(iii) There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the Company and its Affiliates’ business strategies, results of operations and prospects and hence the Project, which may in turn impact the value of the Tokens.
- THE REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES, TOKENS, OFFERING OF TOKENS, AND THE PROJECT REMAIN UNCERTAIN, AND ANY CHANGES, REGULATIONS OR POLICIES MAY MATERIALLY ADVERSELY AFFECT THE DEVELOPMENT OF THE PROJECT AND THE UTILITY OF THE TOKENS
(i) Regulation of the Tokens, the offer and distribution of Tokens, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is currently undeveloped or underdeveloped and likely to rapidly evolve. Such regulation also varies significantly among different jurisdictions, and is hence subject to significant uncertainty. The various legislative and executive bodies in different jurisdictions may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Project, the adoption and utility of the Tokens or the issue, offer, and distribution of the Tokens by the Company. Failure by the Company and its Affiliates or users of the Project and the Services to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences against the Company and its Affiliates, including civil penalties and fines.
(ii) Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions. Various jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Project, and therefore, the value of the Tokens. Such laws, regulations or directives may directly and negatively impact the operations of the Company and its Affiliates. The effect of any future regulatory change is impossible to predict, but such change could be substantial and could materially adverse to the development and growth of the Project and the adoption and utility of the Tokens.
(iii) To the extent that the Company and its Affiliates may be required to obtain licenses, permits and/or approvals (collectively, the “Regulatory Approvals”) to Project out its business, including that of the creation of the Tokens and the development and operation of the Project, but are unable to obtain such Regulatory Approvals or if such Regulatory Approvals are not renewed or revoked for whatever reason by the relevant authorities, the business of the Company and its Affiliates may be adversely affected.
(iv) There is no assurance that more stringent requirements will not be imposed upon the Company and its Affiliates by the relevant authorities in the future, or that the Company and its Affiliates will be able to adapt in a timely manner to changing regulatory requirements. These additional or more stringent regulations may restrict the Company and its Affiliates’ ability to operate its business and the Company and its Affiliates may face actions for non-compliance if it fails to comply with any of such requirements.
(v) Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Project may no longer be commercially viable and the Company and its Affiliates may opt to discontinue the Project Protocol and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Project and the Tokens. Company and its Affiliates may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the distributed Tokens may hold little or no worth or value.
- THERE MAY BE RISKS RELATING TO ACTS OF GOD, NATURAL DISASTERS, WARS, TERRORIST ATTACKS, RIOTS, CIVIL COMMOTIONS WIDESPREAD COMMUNICABLE DISEASES AND OTHER EVENTS BEYOND THE CONTROL OF THE COMPANY AND ITS AFFILIATES
(i) The distribution of the Tokens and the performance of the Company, its Affiliates and/or the Project Protocol’s activities may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other events beyond the control of the Company and its Affiliates. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the Company and its Affiliates’ business strategies, results of operations and outlook may be materially and adversely affected, and the demand for and use of the Tokens, the Project and the Services may be materially affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Company, its Affiliates, and the participants of the Project have operations in the future, market sentiment could be adversely affected and this may have a negative impact on the Project and its community.
- THE FURTHER DEVELOPMENT ACCEPTANCE OF BLOCKCHAIN NETWORKS AND DECENTRALIZED NETWORKS AND APPLICATIONS, INCLUDING THE PROJECT, WHICH ARE PART OF A NEW AND RAPIDLY CHANGING INDUSTRY, ARE SUBJECT TO A VARIETY OF FACTORS THAT ARE DIFFICULT TO EVALUATE. THE SLOWING OR STOPPING OF THE DEVELOPMENT OR ACCEPTANCE OF BLOCKCHAIN NETWORKS, DECENTRALIZED APPLICATIONS AND BLOCKCHAIN ASSETS WOULD HAVE AN ADVERSE MATERIAL EFFECT ON THE SUCCESSFUL DEVELOPMENT AND ADOPTION OF THE PROJECT AND THE TOKENS
(i) The growth of the blockchain industry in general, as well as the blockchain networks with which the Project will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation
- worldwide growth in the adoption and use of cryptocurrencies and other blockchain
- government and quasi-government regulation of cryptocurrencies, and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
- the maintenance and development of the open-source software protocol of blockchain networks;
- changes in consumer demographics and public tastes and preferences;
- the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
- general economic conditions and the regulatory environment relating to cryptocurrencies;
- a decline in the popularity or acceptance of BTC, ETH or other blockchain-based tokens would adversely affect our results of operations.
(ii) The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Project and the Tokens.
- BLOCKCHAIN AND CRYPTOCURRENCIES, INCLUDING THE TOKENS ARE A RELATIVELY NEW AND DYNAMIC TECHNOLOGY
In addition to the risks highlighted herein, there are other risks associated with your contribution, receiving, holding and use of the Tokens, including those that we cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed herein.